About Guangdong Lyric Robot Automation Co.Ltd(688499)
Verification opinions on the proposed financial derivatives trading business
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) is a sponsor under the continuous supervision of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as ” Guangdong Lyric Robot Automation Co.Ltd(688499) ” or “company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the self regulatory guidance No. 1 of Shanghai Stock Exchange’s science and Innovation Board Listed Companies – standardized operation, the measures for the continuous supervision of science and Innovation Board Listed Companies (for Trial Implementation) and other laws and regulations, the company has carefully verified the company’s plans to carry out financial derivatives trading business, and its opinions are as follows:
1、 Necessity of proposed financial derivatives trading
With the expansion of the company’s overseas market, the company’s export business volume gradually increases. The settlement currency of the company’s export business is mainly US dollars. The fluctuation of RMB exchange rate against US dollars will have a certain impact on the company’s production and operation. The company plans to reduce the uncertainty risk of exchange rate fluctuations on the main business income by carrying out financial derivatives business. On the other hand, with the development of the company’s business, the company will carry out multi currency and multi-channel financing. Foreign currency financing also needs to avoid the risk of exchange rate and interest rate fluctuations. Reasonable operation of financial derivatives business can effectively reduce and avoid the risks caused by foreign exchange settlement, exchange rate and interest rate fluctuations.
2、 Basic information of financial derivatives transactions to be carried out
(I) business type
According to the daily operation needs of the company and the requirements of fund management, the company and its subsidiaries plan to carry out businesses including but not limited to forward, options, swaps and futures.
(II) business scale, business term and source of investment
The main foreign currency of the financial derivatives business to be carried out by the company and its subsidiaries is US dollars. The capital source is the company’s own funds, which is expected to be no more than US $100 million or equivalent foreign currency. The validity period is from the date when this proposal is considered and approved by the 2021 annual general meeting of shareholders to the date of the next annual general meeting of shareholders.
3、 Risk analysis of financial derivatives trading
1. Price fluctuation risk: market risk that may cause losses in financial derivatives trading business due to market price fluctuations such as underlying interest rate and exchange rate.
2. Internal control risk: financial derivatives trading business is highly professional and complex, which may cause risks due to imperfect internal control mechanism.
3. Liquidity risk: the risk that derivative financial products need to be closed or extended in advance due to business changes and other reasons, which may bring certain losses to the company and need to pay the price difference to the bank.
4. Technical risk: due to uncontrollable and unpredictable system failure, network failure and communication failure, the trading system operates abnormally, causing problems such as delay, interruption or data error of trading instructions, resulting in corresponding risks.
5. Legal risk: the change of relevant laws or the violation of relevant legal systems by counterparties may cause the contract to be unable to be executed normally and bring losses to the company.
6. Operational risk: the foreign exchange derivatives trading business is highly professional and complex, which may cause certain risks due to the operator’s failure to timely and fully understand the derivatives information or operate according to the specified procedures.
4、 Risk control measures taken by the company
1. By formulating relevant systems, the company has made clear provisions on the approval authority, internal audit process, transaction management and internal operation process, responsible department and person, risk control and information disclosure of financial derivatives trading business.
2. Strengthen the professional knowledge training of relevant personnel and improve the professional skills of employees.
3. The company conducts financial derivatives trading business with legally qualified large commercial banks and other financial institutions to avoid possible legal risks.
4. The Audit Department of the company is responsible for verifying the financial derivatives transactions carried out by the company.
5. The board of supervisors, independent directors and the audit committee of the board of directors of the company have the right to conduct supervision and inspection. If necessary, they can hire professional institutions to conduct audit, and the expenses shall be borne by the company.
5、 Business authorization
The company held the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors on April 7, 2022, deliberated and adopted the proposal on the company’s proposed financial derivatives trading business, and the independent directors expressed their agreed independent opinions. In order to improve work efficiency, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and agrees that the board of directors authorizes the company’s operation and management to organize and carry out relevant business, and the chief financial officer of the company is responsible for guiding the specific operation of the financial department. The validity period is from the date when the proposal is considered and approved by the 2021 annual general meeting of shareholders to the date when the next annual general meeting of shareholders is held.
6、 Opinions of independent directors
The company’s financial derivatives trading business is based on specific business operations, with the purpose of reducing and preventing the risk of exchange rate fluctuations and the goal of protecting the company’s normal operating profits. The decision-making procedures for carrying out financial derivatives trading business comply with the relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, will not have an adverse impact on the company’s business activities, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed to the proposal on the company’s proposed financial derivatives trading business and agreed to submit the proposal to the 2021 annual general meeting for deliberation.
7、 Opinions of the board of supervisors
The company’s financial derivatives trading business is mainly to reduce the adverse impact of foreign exchange fluctuations and meet the needs of the company’s business development. The company has established sound and effective approval procedures and risk control system, and implemented them in strict accordance with the requirements. The relevant decision-making procedures for the company to carry out financial derivatives trading business comply with the relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, will not have an adverse impact on the company’s business activities, and will not damage the interests of listed companies and shareholders.
8、 Opinions of the sponsor
After verification, the recommendation institution believes that:
The purpose of the company’s foreign exchange derivatives trading is to effectively avoid the risks in the foreign exchange market, prevent the adverse impact of large exchange rate fluctuations on the company’s performance, improve the use efficiency of foreign exchange funds and reasonably reduce financial expenses. This matter is not for the purpose of speculation and does not damage the interests of the company and minority shareholders. The company has formulated the financial derivatives trading business management system and necessary risk control measures in accordance with the requirements of relevant laws and regulations, and the internal control system is sound and effectively implemented. The matter has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors and the board of supervisors have expressed their explicit consent and submitted it to the general meeting of shareholders for deliberation. They have fulfilled the necessary internal approval procedures and comply with the provisions and requirements of relevant laws, regulations and the articles of association.
In conclusion, the recommendation institution has no objection to the company’s financial derivatives trading business this time.
